S-8

As filed with the Securities and Exchange Commission on November 3, 2003

Registration No. ___-_____

________________________________________________________________________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FUELCELL ENERGY, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation or Organization)

06-0853042
(I.R.S. Employer Identification No.)

3 Great Pasture Road
Danbury, Connecticut 06813
(203) 825-6000
(Address of Principal Executive Offices)

Global Thermoelectric Inc. Amended Incentive Stock Option Plan
(Full Title of the Plan)

Jerry D. Leitman
FuelCell Energy, Inc.
Chairman of the Board, Chief Executive Officer and President
3 Great Pasture Road
Danbury, Connecticut 06813
(Name and Address of Agent For Service)

(203) 825-6000
(Telephone Number, Including Area Code, of Agent For Service)

Copies of all communications to:

Richard A. Krantz, Esq.
Robinson & Cole LLP
Financial Centre
695 East Main Street
Stamford, Connecticut 06904-2305

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Amount To Be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount Of Registration Fee(2)
Common Stock, par value $.0001 per share	356,596	$14.62	$5,213,433.52	$421.77

⁽¹⁾ Represents up to 356,596 shares of FuelCell Common Stock issuable pursuant to awards granted or to be granted under the Global Thermoelectric Inc. Amended Incentive Stock Option Plan, plus, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, such indeterminate number of additional shares as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.  On November 3, 2003, Global became a consolidated subsidiary of FuelCell in a share-for-share exchange pursuant to a certain Plan of Arrangement, as provided for in a Combination Agreement, dated as of August 4, 2003, between FuelCell and Global.  The Plan of Arrangement was approved by the stockholders of FuelCell at a Special Meeting held on October 31, 2003, for which proxies were solicited by the Board of Directors of FuelCell pursuant to a certain Joint Management Information Circular and Proxy Statement, and was approved by the Court of Queen's Bench of Alberta on October 31, 2003.  Under the terms of the combination, among other things, each option to purchase shares of Global common stock that was outstanding at the effective time of the combination was assumed by FuelCell and now represents an option to purchase FuelCell common stock in accordance with the option's terms (subject to appropriate adjustment of the exercise price and the number of shares underlying the option based upon the exchange ratio (.279) used in the combination).  This registration statement on Form S-8 registers shares of FuelCell common stock that may be issued upon exercise of the Global stock options that were assumed by FuelCell in the combination.

⁽²⁾ Estimated solely for the purpose of determining the amount of the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, based upon the last reported sales price of FuelCell's common stock on the Nasdaq National Market on October 28, 2003 (which was $14.62).

EXPLANATORY NOTE

On August 4, 2003, FuelCell Energy, Inc. entered into a combination agreement with Global Thermoelectric Inc. to combine Global with FuelCell in a share-for-share exchange pursuant to a Plan of Arrangement to be submitted for approval by the Court of Queen's Bench of Alberta.  On October 31, 2003, the stockholders of FuelCell approved the combination.  On October 31, 2003, the shareholders of Global approved the combination.  On October 31, 2003, the Court of Queen's Bench of Alberta issued an order approving the combination.  On November 3, 2003, the combination transaction closed.  Under the terms of the combination, among other things, Global became a consolidated subsidiary of FuelCell, and each option to purchase shares of Global common stock that was outstanding at the effective time of the combination was assumed by FuelCell and now represents an option to purchase FuelCell common stock in accordance with the option's terms (subject to appropriate adjustment of the exercise price and the number of shares underlying the option based upon the exchange ratio (.279) used in the combination).  This registration statement on Form S-8 registers shares of FuelCell common stock that may be issued upon exercise of the Global stock options that were assumed by FuelCell in the combination. 

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

                There are incorporated herein by reference the following documents of FuelCell Energy, Inc. filed with the Commission:

• FuelCell's annual report on Form 10-K for the fiscal year ended October 31, 2002.
   

• FuelCell's annual report on Form 10-K/A for the fiscal year ended October 31, 2002, as filed with the Commission on September 26, 2003.
   

• FuelCell's quarterly report on Form 10-Q for the quarter ended January 31, 2003.
   

• FuelCell's quarterly report on Form 10-Q for the quarter ended April 30, 2003.
   

• FuelCell's quarterly report on Form 10-Q for the quarter ended July 31, 2003.
   

• FuelCell's current report on Form 8-K filed on May 1, 2003.
   

• FuelCell's current report on Form 8-K filed on June 3, 2003.
   

• FuelCell's current report on Form 8-K filed on August 5, 2003.
   

• FuelCell's current report on Form 8-K filed on September 9, 2003.
   

• FuelCell's definitive proxy statement dated February 14, 2003, filed in connection with its 2003 annual meeting of shareholders.
   

• The consolidated balance sheet of Global Thermoelectric Inc. as at December 31, 2002 and the consolidated statements of operations and accumulated deficit and cash flows for the year then ended, the consolidated balance sheet of Global Thermoelectric Inc. as at June 30, 2003 and the consolidated statements of operations and accumulated deficit and cash flows for the six months ended June 30, 2003 and the Unaudited Pro Forma Condensed Combined Balance Sheet of FuelCell Energy, Inc. as of July 31, 2003 and the Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended October 31, 2002 and for the nine months ended July 31, 2003, all as contained in the Joint Management Information Circular and Proxy Statement that FuelCell filed with the Securities and Exchange Commission on Schedule 14A on October 6, 2003.
   

• The description of FuelCell's common stock contained in FuelCell's registration statement on Form 8-A, dated June 6, 2000, including any amendment to that form that FuelCell may file in the future for the purpose of updating the description of FuelCell's common stock.

All documents filed by FuelCell pursuant to Section 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a Post-Effective Amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters those securities remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.    Description of Securities.

                Not applicable.

Item 5.    Interests of Named Experts and Counsel.

                Not applicable.

Item 6.    Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify any person, including an officer and director, who was or is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal actions and proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys' fees) which such officer or director actually and reasonably incurred in connection therewith.

The registrant's certificate of incorporation provides that none of its directors will be personally liable to it or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law as currently in effect or as the same may hereafter be amended.

Pursuant to Section 102(b) (7) of the Delaware General Corporation Law, the registrant's certificate of incorporation eliminates the liability of its directors to it or its stockholders, except for liabilities related to breach of duty of loyalty, actions not in good faith and certain other liabilities.

The registrant maintains directors' and officers' liability insurance policies. The registrant's by‑laws provide for indemnification of the registrant's officers and directors to the fullest extent permitted by applicable law.

Item 7.    Exemption from Registration Claimed.

                Not applicable.

Item 8.    Exhibits.

Exhibit
Number Exhibit

4.1           Certificate of Incorporation of the registrant, as amended, (incorporated by reference to Exhibit 3.1 contained in the registrant's Current Report on Form 8-K dated September 21, 1999)

4.1.1        Certificate of Designation of Series A Preferred Stock of FuelCell Energy, Inc.

4.2           Restated By-Laws of the registrant, dated July 13, 1999 (incorporated by reference to Exhibit 3.2 contained in the registrant's Current Report on Form 8-K dated September 21, 1999)

4.3           Specimen of Common Share Certificate (incorporated by reference to Exhibit 4 contained in the registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1999)

4.4           Global Thermoelectric Inc. Amended Incentive Stock Option Plan

5.1           Opinion of Robinson & Cole LLP

23.1         Consent of Robinson & Cole LLP (included in Exhibit 5.1)

23.2         Consent of KPMG LLP

23.3         Consent of PricewaterhouseCoopers LLP

24.1         Power of Attorney (included on signature page of registration statement)

Item 9.    Undertakings.

                The undersigned registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
	(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
	(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

                Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

                (2)           That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

                (3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

                (4)           That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended), that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

                (5)           That, insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

                The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Danbury, State of Connecticut, on October 28, 2003.

FUELCELL ENERGY, INC.

/s/ Joseph G. Mahler

Joseph G. Mahler
Senior Vice President, Chief Financial Officer,
Corporate Secretary and Treasurer
(Principal Accounting and Financial Officer)

Each such person whose signature appears below hereby appoints Jerry D. Leitman and Joseph G. Mahler, and each of them, each of whom may act without joinder of the other, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to execute in the name and on behalf of such person any amendment or any post-effective amendment to this Registration Statement, and any registration statement relating to any offering made in connection with the offering covered by this Registration Statement that is to be effective on filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

                Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/ Jerry D. Leitman	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	September 22, 2003
Jerry D. Leitman
/s/ Joseph G. Mahler	Senior Vice President, Chief Financial Officer, Corporate Secretary and Treasurer (Principal Accounting and Financial Officer)	September 22, 2003
Joseph G. Mahler
/s/ Warren D. Bagatelle	Director	September 22, 2003
Warren D. Bagatelle

Signature	Capacity	Date
/s/ Christopher R. Bentley	Executive Vice President, Chief Operating Officer and Director	September 22, 2003
Christopher R. Bentley
/s/ Michael Bode	Director	September 22, 2003
Michael Bode
/s/ Thomas R. Casten	Director	September 22, 2003
Thomas R. Casten
/s/ James D. Gerson	Director	September 22, 2003
James D. Gerson
	Director
Thomas L. Kempner
/s/ William A. Lawson	Director	September 22, 2003
William A. Lawson
/s/ Hansraj C. Maru	Executive Vice President, Chief Technology Officer and Director	September 22, 2003
Hansraj C. Maru
/s/  Charles J. Murphy	Director	September 22, 2003
Charles J. Murphy
	Director
John A. Rolls

EXHIBIT INDEX

Exhibit
Number Exhibit

4.1           Certificate of Incorporation of the registrant, as amended, (incorporated by reference to Exhibit 3.1 contained in the registrant's Current Report on Form 8-K dated September 21, 1999)

4.1.1        Certificate of Designation of Series A Preferred Stock of FuelCell Energy, Inc.

4.2           Restated By-Laws of the registrant, dated July 13, 1999 (incorporated by reference to Exhibit 3.2 contained in the registrant's Current Report on Form 8-K dated September 21, 1999)

4.3           Specimen of Common Share Certificate (incorporated by reference to Exhibit 4 contained in the registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1999)

4.4           Global Thermoelectric Inc. Amended Incentive Stock Option Plan

5.1           Opinion of Robinson & Cole LLP

23.1         Consent of Robinson & Cole LLP (included in Exhibit 5.1)

23.2         Consent of KPMG LLP

23.3         Consent of PricewaterhouseCoopers LLP

24.1         Power of Attorney (included on signature page of registration statement)

EX-4.1.1

Exhibit 4.1.1

CERTIFICATE OF DESIGNATION

of

SERIES A PREFERRED STOCK

of

FUELCELL ENERGY, INC.

(Pursuant to Section 151 of the
Delaware General Corporation Law)

__________________________________

FuelCell Energy, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the "Corporation" or "FCE"), hereby certifies that the following resolutions were adopted by the Board of Directors of the Corporation and ratified by the full Board of Directors of the Corporation on August 1, 2003, as required by Section 151 of the Delaware General Corporation Law;

RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of the Corporation (hereinafter called the "Board of Directors" or the "Board") in accordance with the provisions of the Amended and Restated Certificate of Incorporation of the Corporation (the "Certificate"), the Board of Directors hereby creates from its authorized class of preferred stock a series designated as Series A Preferred Stock (hereinafter referred to as the "FCE Special Voting Share" or the "Voting Share"), par value $.01 per share, of the Corporation;

RESOLVED, that the Board of Directors does hereby establish the Series A Preferred Stock as follows:

Section 1.      Designation and Amount.  One (1) share of Preferred Stock of the Corporation shall be designated as Series A Preferred Stock. The Corporation will not issue any additional shares of the same series of such Series A Preferred Stock without the consent of the holders at the relevant time of Exchangeable Shares (as defined in Section 4(A) below).

Section 2.      Dividends and Distributions.

(A)    Except as required by applicable law, the holder(s) of the FCE Special Voting Share ("Holder") shall not be entitled to receive any dividends or distributions of the Corporation, whether payable in cash, property or in shares of capital stock.

Section 3.      Liquidation.   In the event of any liquidation, dissolution or winding up of the Corporation, the holder of the Series A Preferred Stock shall not be entitled to receive any assets of the Corporation available for distribution to its stockholders.

Section 4.      Voting Rights.  The FCE Special Voting Share shall have the following voting rights:

(A)   With respect to all meetings of stockholders of FCE at which holders of the Corporation's common stock are entitled to vote (each, an "FCE Meeting") and with respect to all written consents sought by FCE from its stockholders including the holders of FCE common stock (each, an "FCE Consent"), the FCE Special Voting Share shall vote together with the common stock of the Corporation as a single class and each such vote of the FCE Special Voting Share shall have identical voting rights to those of the Corporation's common stock.  The holder of the Special Voting Share shall have a number of votes equal to the number of Exchangeable Non-Voting Shares of FCE Canada Inc. ("Exchangeable Shares"), a corporation existing under the laws of Alberta, Canada, outstanding on the record date for determining stockholders entitled to vote at the applicable FCE Meeting or the applicable FCE Consent,  other than those held by FCE or its majority owned subsidiaries ("Affiliates").  

(B)  Except as set forth herein, or as otherwise provided by law, the registered holders from time to time of Exchangeable Shares ("Beneficiaries") shall have no special voting rights and their consent shall not be required for taking any corporate action.

Section 5.      Termination of Voting Rights.  At such time as the FCE Special Voting Share has no votes attached to it because there are no Exchangeable Shares outstanding that are not owned by the Corporation or its Affiliates, and there are no shares of stock, debt, options or other agreements that could give rise to the issuance of any Exchangeable Shares to any person (other than the Corporation, any of its subsidiaries or any person directly or indirectly controlled by or under the common control of the Corporation), the FCE Special Voting Share shall be deemed to be surrendered by the Holder to FCE.

Section 6.      No Redemption.  The FCE Special Voting Share shall not be redeemable.

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IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation by its President and Chief Executive Officer and its corporate seal attested by its [VP-CFO] this 31^st day of October, 2003.

	FUELCELL ENERGY, INC. By:    /s/ Jerry D. Leitman                                     Name:  Jerry D. Leitman Title:    President and Chief Executive Officer
Attest: By:    /s/Joseph G. Mahler Name:  Joseph G. Mahler Title:    VP-CFO

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EX-4.4

GLOBAL THERMOELECTRIC INC.

 AMENDED INCENTIVE STOCK OPTION PLAN

1.         INTERPRETATION

In this Plan (including this clause), unless there is something in the subject or context inconsistent therewith, words importing the singular number include the plural and vice versa, words importing the masculine gender include the feminine and neuter genders and the expressions following have the following meanings, respectively:

(a)        "Board" means the Board of Directors of the Corporation;

(b)        "Common Share" means a voting common share in the capital stock of the Corporation and, after the adjustments pursuant to Clause 7 hereof, means the shares or other securities or property which, as a result of such adjustments and all prior adjustments pursuant to Clause 7, the holders of Options are then entitled to receive on the exercise thereof;

(c)        "Committee" means a committee of Directors appointed by the Board in accordance with Clause 3 hereof;

(d)        "Corporation" means Global Thermoelectric Inc. and any successor or continuing corporation resulting from any form of corporate reorganization;

(e)        "Early Termination Date" means, in respect of any Option, 5:00 p.m. (Calgary time) on the date that an Option terminates prior to the Normal Expiry Date;

(f)         "Exchange" means The Toronto Stock Exchange;

(g)        "Expiry Date" means the Normal Expiry Date or the Early Termination Date, as the case may be;

(h)        "Normal Expiry Date" means, in respect of any Option, 5:00 p.m. (Calgary time) on the date determined by the Corporation on which the Option would normally terminate which date may not be later than 5 years after the Option Date;

(i)         "Option" means a right to purchase Common Shares pursuant to the Plan and an Option Agreement;

(j)         "Option Agreement" means an agreement entered into between the Corporation and a Participant pursuant to which an Option is granted to a Participant and which contains such provisions not inconsistent with the Plan as the Board or the Committee may determine;

(k)        "Option Date" means the date on which an Option is granted by the Corporation to a Participant which for greater certainty is the date on which the grant of the Option is approved by the Board or the Committee, as the case may be;

(l)         "Option Shares" means the Common Shares which a Participant is entitled to purchase under an Option whether or not the rights to purchase all such Common Shares have vested in and to the Optionee;

(m)       "Optionee" means the Participant who has entered into an Option Agreement with the Corporation;

(n)        "Participant" means, on any date, a person who is at least one of the following:

(i)         a person who is regularly employed by the Corporation or one of its subsidiaries on that date;

(ii)        an officer of the Corporation or one of its subsidiaries on that date;

(iii)       a director of the Corporation or one of its subsidiaries on that date; or

(iv)       a consultant who is providing ongoing services to the Corporation or one of its subsidiaries on that date;

(o)        "Plan" means the Corporation's "Incentive Stock Option Plan" as embodied herein as from time to time amended; and

(p)        "Purchase Price" means the purchase price of Option Shares under the Option Agreement determined as provided in subclause 6(b) of this Plan.

2.         PURPOSE OF THE PLAN

The purpose of the Plan is to develop the interest of Optionees in the growth and development of the Corporation by providing such persons with the opportunity to acquire an increased proprietary interest in the Corporation and to better enable the Corporation and its subsidiaries to attract and retain persons of desired experience and ability.

3.         ADMINISTRATION, PARTICIPANTS AND ALLOTMENTS

(a)        The Board will administer the Plan.  The Board may at any time or from time to time delegate to the Committee the responsibility for administering the Plan or elements thereof.  The Board, or the Committee if so empowered, will determine from time to time those Participants to whom Options should be granted, the Normal Expiry Date, the number of Common Shares which should be optioned from time to time to any Participant (subject to subclause 3(d) and clause 4) and such other terms and conditions of the Option Agreement, not inconsistent with the Plan, as the Board or the Committee in its discretion may determine.  The Board or the Committee may prescribe rules and regulations relating to the Plan and any Options granted hereunder and may approve the form and content and prescribe the use of such forms of applications, directions, powers of attorney, and other documents or instruments, either generally or in specific cases, as may be deemed necessary or advisable, for the grant or issuance of Options under the Plan and for the proper administration and operation of the Plan.  The Board or the Committee will review the Plan from time to time with a view to making revisions to it, granting additional Options and, in the case of the Committee, making appropriate recommendations to the Board.  Nothing contained in the Plan or in any resolution adopted or to be adopted by the Board or by the Committee constitutes an Option hereunder.  An Option granted by the Board to a Participant pursuant to the Plan is subject to, and is of no force and effect until, the execution and delivery of, an Option Agreement by both the Corporation and such Participant.

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(b)        The Corporation is responsible for all costs of administration of the Plan.

(c)        The implementation of the Plan, the grant of any Options pursuant to the Plan and, from time to time, the operation and administration of the Plan is subject to receipt by the Corporation of all necessary approvals, advance rulings, exemptions or registrations required or deemed advisable under applicable law or regulation including without limiting the generality of the foregoing, all necessary approvals or registrations required by any and all stock exchanges upon which the Common Shares are listed.

(d)        The number of Option Shares that may be reserved for allotment to one person pursuant to Options must not exceed 5% of the outstanding Common Shares as at the date of grant.

4.         COMMON SHARES RESERVED

The Corporation reserves for issuance 3,050,000 Common Shares for the purposes of granting Options to Participants pursuant to the Plan.  In no event may the number of Option Shares issued under this Plan exceed the total number of Common Shares reserved by the Corporation for issuance hereunder.  Any Option Shares covered by any Option which are not purchased prior to the expiration or termination of such Option become part of the Common Shares reserved for issuance in accordance with the terms of the Plan but unallocated to any particular Option.

5.         PARTICIPATION VOLUNTARY

Participation in the Plan by a Participant is entirely voluntary and does not affect the Participant's employment or continued retainer by, or other engagement with, the Corporation or its subsidiaries.  Neither the Plan nor any Options granted under the Plan of itself gives any Participant the right to continue to be an employee, officer, director or consultant of the Corporation or any subsidiary thereof.  None of the terms and conditions governing the Option are affected by any change in the Optionee's employment by or engagement with the Corporation so long as the Optionee continues to be a Participant.

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6.         CERTAIN TERMS OF OPTION AGREEMENTS

An Option Agreement may, in respect of any Option, specify a number or percentage of Option Shares that the Participant may exercise in any specified period, year or number of years.  In addition, Option Agreements are deemed to contain the following provisions with respect to the exercise of Options under the Plan:

(a)        An Option under the Plan is only exercisable for a minimum of 100 Common Shares at any one time.

(b)       (i)         The Purchase Price shall be fixed by the Board or the Committee on the Option Date and shall be no less than:

(A)       the closing price of Common Shares traded on the Exchange on the last trading day immediately prior to the Option Date; or,

(B)       if the Common Shares did not trade on the Exchange on such day, a price determined in respect of the Common Shares by the Board or the Committee acting in goof faith,

subject always to a minimum Purchase Price of $0.10 per share.

(ii)        Upon exercise of the Option, the Purchase Price must be paid in full in respect of those Option Shares being acquired in Canadian funds by cash, certified checque or bank draft payable to or to the order of the Corporation at the time of exercise.

(c)        Each Option terminates on its Normal Expiry Date but subject always to the provisions of subclause 6(d).

(d)        If, after the Option Date and on or before the exercise if full of the Option or the Normal Expiry Date, the Optionnee ceases to be a Participant:

(i)         by reason of the Optionee's permanent physical or mental disability (defined herein to mean when such person is unable to perform his or her duties or when such person becomes entitled to long term disability payments pursuant to the Corporation's disability insurance program), retirement with the consent of Corporation or death, then such Optionee's Option may be exercised to purchase the total number of Option Shares not previously purchased by the Optionee whether or not the rights to purchase some or all of those Option Shares have previously vested in and are exercisable by the Optionee as at the date of such ceasing to be a Participant, provided such exercise occurs at any time on or before the earlier of the Normal Expiry Date and the date that is 90 days after the date the Optionee ceases to be a Participant due to such permanent physical or mental disability, retirement with the consent of the Corporation or death.  Thereafter, the Option and all unexercised rights to acquire Option Shares thereunder cease and expire and are of no further force and effect.  For greater certainty but without limiting the generality of the foregoing, if the Optionee is deemed to be an employee of the Corporation pursuant to a medical or disability plan of the Corporation or a subsidiary thereof, the Optionee is deemed to be an employee for the purpose of the Plan and the Option; or

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(ii)        for any reason other than the Optionee's permanent physical or mental disability, retirement with the consent of the Corporation or death, and the Optionee is terminated without notice, the Optionee may exercise the Option to purchase Option Shares not previously purchased by the Optionee but only to the extent that rights to purchase Option Shares have vested in and are exercisable by the Optionee as at the date of such ceasing to be a Participant, provided that such exercise occurs at the time on or before the earlier of the Normal Expiry Date and the date that is 30 days after the Optionee ceases to be a Participant.  Thereafter, the Option and all unexercised rights to acquire Option Shares thereunder, whether or not such rights have bested to and in favour of the Optionee, cease and expire and are of no further force and effect; or

(iii)       for any reason other than the Optionee's permanent physical or mental disability, retirement with consent of the Corporation, death, or termination without notice, and the Optionee is entitled to reasonable notice of termination of employment or compensation in lieu thereof, then:

(A)       the Optionee may exercise the Option to purchase Option Shares not previously purchased by the Optionee but only to the extent that rights to purchase Option Shares have vested in and are exercisable by the Optionee on or before the date of such ceasing to be a Participant, provided that such exercise occurs at the time on or before the earlier of the Normal Expiry Date and the date that the Optionee ceases to be eligible to be a Participant; and

(B)       the Optionee is not entitled:

(1)        to further time to exercise the Option during such reasonable notice period or during such specific notice period; or

(2)        to compensation in lieu thereof by way of general damages, or special damages, whether in contract, tort or otherwise.

Thereafter, the Option and all unexercised rights to acquire Option Shares thereunder, whether or not such rights have vested to and in favour of the Optionee, cease and expire and are of no further force and effect.

(e)        With respect to subclause 6(d)(i), the rights under the Option exercisable after the death of the Optionee, as therein specified, may be exercised by the person or persons to whom the Optionee's rights under the Option Agreement pass by will or applicable law or, if no such person has such right, by the deceased Optionee's legal representatives.

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(f)         An Optionee has no rights whatsoever as a shareholder in respect of any of the Option Shares (including any right to receive dividends or other distributions therefrom or thereon) other than in respect of Common Shares in respect of which the Optionee has exercised his Option to purchase thereunder, which the Optionee has actually taken up and paid for, and which have been duly issued to the Optionee and are outstanding as fully paid and non-assessable Common Shares.

7.         CHANGES IN STOCK

In the event:

(a)       of any change or proposed change in the Common Shares through subdivision, consolidation, reclassification, amalgamation, merger or otherwise;

(b)        of any insurance, dividend or distribution to all or substantially all the holders of Common Shares of any shares, securities, property or assets of the corporation other than in the ordinary course;

(c)        that as a result of any recapitalization, merger, consolidation or otherwise the Common Shares are converted into a exchangeable for any other shares or securities;

then in any such case:

(d)        the Board will proportionately adjust the number of Option Shares available for Options, the number of Option Shares covered by outstanding Options, the securities or other property that may be acquired upon the exercise of an Option and the price per Option Share in such Option, or one or more of the foregoing, to prevent substantial dilution or enlargement of the rights granted to, or available for, Optionees.  No fractional shares shall be issued and the Board may determine the manner in which fractional shares value shall be treated; and

(e)        the Board, in its discretion, may determine that;

(i)         all or any part of the unexercised and unvested outstanding Options granted under the Plan vest and are exercisable on a date specified by the Board and the unexercised and unvested portion of such Options are thereupon deemed to have been vested and are exercisable on and after the date so specified in respect of any and all Option Shares for which the Optionee has not exercised the Option (notwithstanding that an Option Agreement states that those Options are exercisable only during the later period or year); or

(ii)        such Options may be exercisable for a limited period of time only and, if so, the Board will determine such period of time,

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and such determination or limitation, once made or set, is deemed to be incorporated in the applicable Option Agreement(s).

8.         TAKEOVER BID

Notwithstanding the terms of any Option Agreement and Clause 6 of this Plan, upon the making of an Offer, all unexercised and unvested outstanding Options granted under the Plan vest and become immediately exercisable in respect of any and all Option Shares for which the Optionee has not exercised the Option (notwithstanding that an Option Agreement states that those Options are exercisable only during a later period or year).  For the purposes hereof, "Offer" means an offer made generally to the holders of the Corporation's voting securities in one or more jurisdictions to acquire, directly or indirectly, voting securities of the Corporation and which is n the nature of a "takeover bid" as defined in the Securities Act (Alberta), as amended from time to time (the "Act") and, where the Common Shares are listed and posted for trading on a stock exchange, not exempt from the formal bid requirements of the Act.  Any Option remaining unexercised following the earlier of the withdrawal of such Offer and the expiry of such Offer in accordance with its terms again becomes vested or unvested subject to the original terms of the Option Agreement as if the Offer had not been made.

9.         SALE OF ASSETS OR CHANGE IN CONTROL

Notwithstanding the terms of any Option Agreement and Subclause 6(a) of this Plan, if:

(a)        the Corporation sells or otherwise disposes of all or substantially all of its assets; or

(b)        any person who does not hold more than 20% of the issued and outstanding Common Shares acquires more than 20% of the outstanding Common Shares without the prior consent of the Board, in any way other than by way of takeover bid (which circumstance is addressed in Clause 8 of this Plan),

all unexercised and unvested outstanding Options granted under the Plan vest and are immediately exercisable in respect of any and all Option Shares for which the Optionee has not exercised the Option (notwithstanding that an Option Agreement states that those Options are exercisable only during a later period or year).  The Board, in its discretion, may determine whether such Options may be exercisable for a limited period of time only and, if so, the Board will determine such period of time and such determination or limitation, or made or set, is deemed to be incorporated into the applicable Option Agreement(s).

10.       COMMON SHARES FULLY PAID AND NON-ASSESSABLE

All Common Shares issued upon the exercise of any Option are to be issued as fully paid and non-assessable Common Shares.

11.       CONDITIONS OF ISSUANCE OF SHARES

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(a)        If at any time the Board determines, in its discretion that:

(i)         the registration or qualification of the Common Shares which are the subject of any Option Agreement upon, or the consent or approval of, any securities exchange or any stock exchange upon which the Common Shares are listed;

(ii)        the registration or qualification under any laws of Canada or any Province thereof or of the Untied States or any state thereof or the consent or approval of any regulatory authority thereof;

(iii)       evidence (in form and content satisfactory to the Board) of the investment intent of the Optionee; or

(iv)       an undertaking of the Optionee as to the sale or disposition of such Option Shares that may be purchased pursuant to an Option Agreement to the effect that such Option Shares once purchased are not to be traded by the Optionee for a specified period of time;

is necessary or desirable as a condition of the issuance of any Option Shares pursuant to any Option Agreement, then the issuance of any Common Shares is not to be made unless and until such registration, qualification, consent, approval, evidence or undertaking has been effected or obtained free of any condition not acceptable to the Board.

(b)        Any trade by the Optionee in any Common Shares issued to the Optionee pursuant to the Plan including, without limiting the generality of the foregoing, any sale or disposition for valuable consideration, and any transfer, pledge or encumbrance of any Common Shares issued to an Optionee pursuant to the Plan, is subject to such regulatory approvals as may be required at the time of such trade.  Accordingly, the Corporation makes no representation as to the ability of any Optionee to trade in such Common Shares.

(c)        The Corporation cannot assure a profit or protect the Optionee against a loss on the Common Shares purchased under the Plan.  The Corporation assumes no responsibility relating to any tax liability of the Optionee by reason of the exercise of any Option or any subsequent trade.

12.       ACCOUNTS AND STATEMENTS

The Corporation will maintain records indicating the number of Options granted to each Optionee and the number of Options exercised under the Plan.  Upon written request from an Optionee, the Corporation will furnish to the Optionee a statement indicating the number of Options held on his behalf.

13.       INTERPRETATION, AMENDMENT AND DISCONTINUANCE

The Board may interpret the Plan, prescribe, amend or rescind rules and regulations relating to it, and make all other determinations necessary or advisable for its administration.  In the event of a conflict between the terms of the Plan and an Option Agreement, the terms of the Plan prevail.  The Board may from time to time alter, suspend or discontinue the Plan provided that such alteration, suspension or discontinuance does not, except as specifically noted in this Plan or the Option Agreement, alter or impair any Option such Optionee may have under any Option Agreement previously executed and delivered by the Corporation and such Optionee.  Any amendment to this Plan is subject to receipt of any necessary regulatory approvals and any amendment required by Alberta law to be approved by shareholders does not become effective until so approved.  Subject to the foregoing provisions of this Clause, the Board may terminate the Plan at any time and upon such termination any such outstanding Option remains exercisable in accordance with its terms as specified herein and in the Option Agreement.

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14.       WAIVER

No waiver by the Corporation of any term of this Plan or any breach thereof by an Optionee is effective or binding on the Corporation unless the same is expressed in writing and any waiver so expressed does not limit or affect its rights with respect to any other or future breach.

15.       NOTICES

The manner of giving notices to the Corporation or to an Optionee is to be specified in the Option Agreement with such Optionee.

16.       GENERAL

(a)        This Plan and each Option granted under the Plan are to be governed by and construed in accordance with the laws of the Province of Alberta and any Option Agreement entered into pursuant to the Plan is to be treated in all respects as an Alberta contract.

(b)        Nothing contained herein restricts or limits or is deemed to restrict or limit the rights or powers of the Board in connection with any allotment and issuance of shares in the capital stock of the Corporation which are not reserved for issuance hereunder.

(c)        The Plan and any Option Agreement entered into pursuant hereto enure to the benefit of and are binding upon the Corporation, its successors and assigns.  The interest of any Optionee hereunder or under any Option Agreement is not transferable or alienable by the Optionee either by assignment or in any other manner whatsoever and, during his lifetime, is vested only in him, but, subject to the terms hereof and of the Option Agreement, enures to the benefit of and is binding upon the legal personal representatives of the Optionee.

17.       SHAREHOLDER APPROVAL AND EFFECTIVE DATE

Although this Plan is effective as and from, and the effective date of the Plan is, December 12, 1996, each of the Option Agreements in respect of Options granted pursuant to this Plan is to contain a restriction to the effect that, where the Common Shares are listed and posted for trading on a stock exchange, no Common Shares are to be issued pursuant to the exercise of Option unless and until this Plan is approved by shareholders of the Corporation (such restriction to be removed once shareholder approval is obtained).

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DATED at Calgary, Alberta, the 12^th day of December, 1996 as amended the 11^th day of August, 1997, the 17^th day of July, 1998, the 2^nd day of June, 1999, the 9^th day of August, 2000 and the 29^th day of March, 2001.

On behalf of the Board of Directors of
GLOBAL THERMOELECTRIC INC.

                                                               
Jim Perry, President

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EX-5.1

EXHIBIT 5

Letterhead of Robinson & Cole LLP

October 31, 2003

FuelCell Energy, Inc.
3 Great Pasture Road
Danbury, Connecticut 06813

                Re:          Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to FuelCell Energy, Inc. a Delaware corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the "Registration Statement") with respect to the registration under the Securities Act of 1933, as amended, of up to 356,596 shares (the "Shares") of Common Stock, $.0001 par value, of the Company (the "Common Stock"), subject to issuance by the Company upon exercise of options granted under the Global Thermoelectric Inc. ("Global") Amended Incentive Stock Option Plan (the "Plan"). The Company's obligation to issue its shares upon exercise of options granted under the Plan arose in connection with the combination of Global with the Company on November 3, 2003, pursuant to a certain Plan of Arrangement (the "Plan of Arrangement"), as provided for in that certain Combination Agreement, dated as of August 4, 2003, between the Company and Global; as approved by the stockholders of the Company at a Special Meeting held on October 31, 2003, for which proxies were solicited by the Board of Directors of the Company pursuant to a certain Joint Management Information Circular and Proxy Statement filed with the Commission on Schedule 14A on October 6, 2003; as approved by the shareholders of Global at a Special Meeting held on October 31, 2003; and as approved by order (the "Order") of the Court of Queen's Bench of Alberta at a hearing held on October 31, 2003.  Global became a consolidated subsidiary of the Company upon consummation of the combination.

We have examined originals or certified copies of such corporate records, certificates of officers of the Company and/or public officials and such other documents and have made such other factual and legal investigations as we have deemed relevant and necessary as the basis for the opinions set forth below.  In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as conformed or photostatic copies and the authenticity of the originals of such copies.

Based on our examination mentioned above, subject to the assumptions stated above and relying on the statements of fact contained in the documents that we have examined, we are of the opinion that (i) the issuance by the Company of the Shares has been duly authorized and (ii) when issued in accordance with the terms of the Plan and as contemplated in the Plan of Arrangement and the Order, the Shares will be duly and validly issued, fully paid and non-assessable shares of Common Stock.

We are admitted to practice in the State of Connecticut, and are not admitted to practice in the State of Delaware.  However, for the limited purposes of our opinion set forth above, we are generally familiar with the General Corporation Law of the State of Delaware (the "DGCL") as presently in effect and have made such inquiries as we consider necessary to render this opinion with respect to a Delaware corporation.  This opinion letter is limited to the laws of the State of Connecticut and, to the limited extent set forth above, the DGCL, as such laws presently exist and to the facts as they presently exist.  We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction.  We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdictions be changed after the date hereof by legislative action, judicial decision or otherwise.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations of the Securities and Exchange Commission.

This opinion is rendered to you in connection with the Registration Statement and is solely for your benefit.  This opinion may not be relied upon by you for any other purpose, or relied upon by any other person, firm, corporation or other entity for any purpose, without our prior written consent.

Very truly yours,

  /s/ Robinson & Cole LLP

 Robinson & Cole LLP

EX-23.2

Exhibit 23.2

Consent of Independent Accountants

The Board of Directors
FuelCell Energy, Inc.:

We consent to the incorporation by reference in the registration statements on Form S-8 of FuelCell Energy, Inc. of our report dated December 9, 2002, relating to the consolidated balance sheets of FuelCell Energy, Inc. as of October 31, 2002 and 2001 and the related consolidated statements of loss, changes in shareholders' equity and cash flows for each of the years in the three-year period ended October 31, 2002, which report appears in the October 31, 2002 annual report on Form 10-K and on Form 10-K/A of FuelCell Energy, Inc.

/s/ KPMG LLP

Hartford, Connecticut
October 30, 2003

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the registration statement on Form S-8 of FuelCell Energy, Inc. of our report dated February 11, 2003 relating to the consolidated financial statements of Global Thermoelectric Inc. for the year ended December 31, 2002 contained in the Joint Management Information Circular and Proxy Statement filed by FuelCell Energy Inc. on Schedule 14A on October 6, 2003.

/s/ PricewaterhouseCoopers LLP

Chartered Accountants
Calgary, Alberta, Canada
October 30, 2003